Manuka Ltd entered into a share exchange agreement to acquire Artemis Therapeutics Inc. for $92.4 million in a reverse merger transaction.
March 08, 2022
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Manuka Ltd entered into a share exchange agreement to acquire Artemis Therapeutics Inc. (OTCPK:ATMS) for $92.4 million in a reverse merger transaction on March 6, 2022. Under the share exchange agreement, Artemis will acquire all of the outstanding shares of Manuka from its shareholders in exchange for an aggregate of 92.446687 million shares of Artemis' common stock such that the shareholders will hold, immediately following the closing, 89% of Artemis' issued and outstanding share capital. At closing, should it be required as a condition by the Israeli Tax Authority to affect a tax ruling to approve the transactions contemplated by the share exchange agreement, the Manuka shares and the consideration shares will be placed in escrow with a third-party escrow agent pending the closing. Following the closing, Manuka will become Artemis' wholly owned subsidiary. The share exchange agreement may be terminated under certain circumstances.
The share exchange agreement is subject to certain closing conditions, including, Artemis will be satisfied in its sole discretion with the results of its due diligence investigation of Manuka; the required tax rulings pursuant to the Israeli Income Tax Ordinance, 1961, as amended, and the rules and regulations thereunder shall have been received; Manuka shall have delivered the required closing financial statements; Manuka shall have paid off $85,000 of our existing debt and our existing shareholders shall have paid off the balance of our existing debt; and Artemis' board of directors shall be comprised of one member, who shall be nominated at the closing.
Manuka, Inc., formerly Artemis Therapeutics, Inc., is focused on offering facial skincare products based on Manuka honey and bee venom. The Companyâs products include Face Serum with Manuka Honey and Bee Venom, Face Serum with Enhanced Vitamin C, Day Cream, Nourishing Night Cream with Manuka Honey and Nee Venom, Eye Cream with Manuka Honey and Bee Venom, Face Cleanser Gel and Face Serum. Its Face Serum with Manuka Honey and Bee Venom supports blurring and reduces skin wrinkles. It regenerates skin cells and gives a young and vital appearance to the skin. The bee venom encourages natural skin revival, boosts production of Collagen, enhances skin elasticity and has healing properties for damages skin cells.